SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Morris Nathaniel (Last) (First) (Middle) 100 W MAIN STREET, SUITE 610 (Street) LEXINGTON KY 40507 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/15/2022	3. Issuer Name and Ticker or Trading Symbol Rubicon Technologies, Inc. [ RBT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class V Common Stock(1)	22,917,675	I	By RGH, Inc.(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units(1)	(1)	(1)	Class A Common Stock	22,917,675	(1)	I	By RGH, Inc.(2)

1. Name and Address of Reporting Person* Morris Nathaniel (Last) (First) (Middle) 100 W MAIN STREET, SUITE 610 (Street) LEXINGTON KY 40507 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* RGH, Inc. (Last) (First) (Middle) 100 W MAIN STREET, SUITE 610 (Street) LEXINGTON KY 40507 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares of Class V Common Stock represent a voting interest in the issuer on all matters on which stockholders generally are entitled to vote, but do not represent an economic interest in the issuer, as described further in the Certificate of Incorporation of the issuer. Class B Units of Rubicon Technologies Holdings, LLC ("Class B Units"), a subsidiary of the issuer, are exchangeable into cash and/or Class A Common Stock of the issuer on a one-for-one basis (subject to adjustment) pursuant to the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon Technologies Holdings, LLC. Upon exchange of a Class B Unit, a corresponding share of Class V Common Stock held by such exchanging holder will be automatically cancelled by the issuer for no consideration.

2. Securities are held by RGH, Inc. ("RGH"). Mr. Morris is the chief executive officer of RGH, Inc. and has sole voting and dispositive power over the securities held by RGH. Mr. Morris disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nathaniel Morris	08/15/2022
	/s/ Nathaniel Morris, Chief Executive Officer for RGH, Inc.	08/15/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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